The Committee may form and delegate its authority to separate committees, as it deems appropriate. Volterra also has a Non-Officer Stock Option
Committee, which is a sub-committee of the Compensation Committee and is currently composed of Volterras Chief Executive Officer, Jeffrey Staszak and Volterras Vice-President of Finance and Chief Financial Officer, Mike Burns. The
Non-Officer Stock Option Committee may award stock options to new employees, excluding employees who are officers, subject to certain guidelines approved by the Compensation Committee. Volterras policy is that all grants made by the
Non-Officer Stock Option Committee are to be reviewed and ratified by the Compensation Committee at its next scheduled meetings.

The
Committee also has the authority to retain any compensation consultant to assist it in the valuation of compensation for directors or Volterra officers. The Committee directly engaged Compensia, Inc. (Compensia), an independent
compensation consultant, to advise it on a project or hourly basis with respect to its compensation decisions for 2008.

Three directors
currently comprise the Compensation Committee: Dr. Ross and Mssrs. Paisley and Winn. Dr. Ross serves as chairperson. All members of Volterras Compensation Committee are independent (as independence is currently defined in Rule
4200(a)(15) of the Nasdaq listing standards) and all of the members are non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the Exchange Act) and outside directors
for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). The Compensation Committee met seven times and acted by unanimous written consent one time during 2008. The Compensation Committee charter
can be found at the Governance  Committee Composition section of our corporate website at http://investors.volterra.com.

The Compensation Committee of the Board reviews and approves the
overall compensation strategy and policies for Volterra. For
this purpose, the Compensation Committee performs several
functions, including:



reviewing and approving the compensation of our chief executive
officer;



reviewing and approving the compensation policies, plans and
programs for our executive officers and other senior management,
as well as our overall compensation plans and structure;



recommending to our Board the compensation for our independent
directors; and



administering our stock plans and employee benefit plans.

Volterra also has a Non-Officer Stock Option Committee, which is
a sub-committee of the Compensation Committee and is currently
composed of Volterras Chief Executive Officer, Jeffrey
Staszak and Volterras Vice-President of Finance and Chief
Financial Officer, Mike Burns. The Non-Officer Stock Option
Committee may award stock options to new employees, excluding
employees who are executive officers, subject to certain
guidelines approved by the Board. Volterras policy is that
all grants made by the Non-Officer Stock Option Committee are to
be reviewed and ratified by the Compensation Committee at its
next scheduled meetings.

7

Three directors currently comprise the Compensation Committee:
Dr. Ross and Mssrs. Paisley and Winn. Dr. Ross serves
as chairperson. All members of Volterras Compensation
Committee are independent (as independence is currently defined
in Rule 4200(a)(15) of the Nasdaq listing standards) and at
least two of the members are non-employee directors
within the meaning of
Rule 16b-3
under the Securities Exchange Act of 1934 (the Exchange
Act) and outside directors for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code). The Compensation Committee met
eight times and acted by unanimous written consent three times
during 2007. The Compensation Committee charter can be found at
the Governance  Committee Composition section of our
corporate website at http://investors.volterra.com.

The Compensation Committee of the Board reviews and approves the
overall compensation strategy and policies for the Company. For
this purpose, the Compensation Committee performs several
functions, including:



reviewing and approving the compensation of our chief executive
officer;



reviewing and approving the compensation policies, plans and
programs for our executive officers and other senior management,
as well as our overall compensation plans and structure;



recommending to our Board the compensation for our independent
directors; and



administering our stock plans and employee benefit plans.

The Company also has a Non-Officer Stock Option Committee, which
is a
sub-committee
of the Compensation Committee and is composed of the
Companys Chief Executive Officer, Jeffrey Staszak and the
Companys Vice-President of Finance and Chief Financial
Officer, Greg Hildebrand. The Non-Officer Stock Option Committee
may award stock options to new employees, excluding employees
who are executive officers, subject to certain guidelines
approved by the Board. The Companys policy is that all
grants made by the Non-Officer Stock Option Committee are to be
reviewed and ratified by the Compensation Committee at its next
scheduled meetings.

Three directors currently comprise the Compensation Committee:
Messrs. Paisley and Winn and Dr. Ross. Dr. Ross
serves as chairperson. All members of the Companys
Compensation Committee are independent (as independence is
currently defined in Rule 4200(a)(15) of the Nasdaq listing
standards). The Compensation Committee met five times and acted
by unanimous written consent one time during 2006. The
Compensation Committee charter can be found at the
Governance  Committee Composition section of our
corporate website at http://investors.volterra.com.

The Compensation Committee of the Board reviews and approves the
overall compensation strategy and policies for the Company. For
this purpose, the Compensation Committee performs several
functions, including:



reviewing and approving the compensation of our chief executive
officer;



reviewing and approving the compensation policies, plans and
programs for our executive officers and other senior management,
as well as our overall compensation plans and structure;



recommending to our Board the compensation for our independent
directors; and



administering our stock plans and employee benefit plans.

The Company also has a Non-Officer Stock Option Committee, which
is a sub-committee of the Compensation Committee and is composed
of the Companys Chief Executive Officer, Jeffrey Staszak.
The Non-Officer Stock Option Committee may award stock options
to new employees, excluding employees reporting directly to the
Chief Executive Officer, subject to certain guidelines approved
by the Board. The Companys policy is that all grants made
by the Non-Officer Stock Option Committee are to be reviewed and
ratified by the Compensation Committee at its quarterly meetings.

Three directors currently comprise the Compensation Committee:
Messrs. Paisley and Winn and Dr. Ross. Dr. Ross
serves as chairperson. Mr. Branscum was a member of the
Compensation Committee until May 18, 2005. All members of
the Companys Compensation Committee are independent (as
independence is currently defined in Rule 4200(a)(15) of
the Nasdaq listing standards). The Compensation Committee met
seven times during 2005. The Compensation Committee charter can
be found on our corporate website
at http://investors.volterra.com.